8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2004

HUGHES SUPPLY, INC.

(Exact name of registrant as specified in its charter)

Florida	001-08772	59-0559446
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Hughes Way, Orlando, Florida	32805
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (407) 841-4755

N/A

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

Hughes Supply, Inc., a Florida corporation (the “Corporation”), is filing this Current Report on Form 8-K in order to cause the exhibit hereto to be incorporated by reference into the Registration Statement on Form S-3 (File No. 333-110150) filed with the Commission on October 31, 2003, amended on December 19, 2003 and December 31, 2003 and declared effective by the Commission on January 2, 2004 (the “Registration Statement”). On January 28, 2004, the Corporation completed the sale of 6,900,000 shares of common stock at a public offering price of $48.25 per share pursuant to the Registration Statement.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits. The following document is filed as an exhibit to this Report:

5.1 Opinion of John Z. Paré, Esq.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 17, 2004 Hughes Supply, Inc. By: /s/ David Bearman       David Bearman       Executive Vice President and Chief Financial Officer

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Index to Exhibits filed with Form 8-K

Exhibit	Description of Exhibit
5.1	Opinion of John Z. Paré, Esq.

EX-5.1

Exhibit 5.1

[HUGHES SUPPLY, INC. LETTERHEAD]

February 17, 2004

Hughes Supply, Inc.

Corporate Office

One Hughes Way

Orlando, Florida 32805

Ladies and Gentlemen:

As Senior Vice President and General Counsel for Hughes Supply, Inc., a Florida corporation (the “Company”), I have acted as counsel for the Company in connection with its offering of an aggregate of 6,900,000 shares of common stock, par value $1.00 per share, of the Company (the “Shares”) pursuant to the Company’s registration statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on October 31, 2003, as amended, with respect to the offering and issuance from time to time by the Company of up to $400,000,000 aggregate offering price of various securities under Rule 415 promulgated under the Act. All capitalized terms which are not defined herein shall have the meanings assigned to them in the Registration Statement.

In furnishing this opinion I have examined the originals, or certified copies or otherwise identified to my satisfaction, of such corporate records, certificates of officers of the Company and public officials and such other documents, and have made such other factual and legal investigations, as I have deemed relevant and necessary as the basis for the opinions set forth below. In such examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as conformed or photostatic copies.

Based on the foregoing and in reliance thereon, and subject to the further limitations and qualifications set forth below, I am of the opinion that the Shares have been duly and validly authorized and are validly issued, fully paid and nonassessable.

In rendering this opinion, I am not expressing any opinion as to the laws of any jurisdiction other than the State of Florida and the United States of America, and I assume no responsibility as to the applicability of the laws of any other jurisdiction to the subject transaction or the effects of such laws thereon. This opinion may not be quoted in whole or in part without my prior written consent. This opinion may be filed as an exhibit to the Registration Statement.

Very truly yours,

/s/ John Z. Paré

John Z. Paré

Senior Vice President and

General Counsel